Bernard is waiting for Charley in his office. Willy and Bernard discuss Biff and consider possible reasons for his lack of motivation and success. Bernard says Biff changed right after high school when he visited Willy in Boston. Bernard questions Willy about what happened when Biff went to visit him. Willy becomes defensive. Bernard is on his way to present a case before the Supreme Court. Bernard's success both pleases and upsets Willy. Charley gives Willy money for his insurance payment and offers him a job, an offer that Willy refuses.
At a restaurant where Willy, Biff, and Happy are to meet, Happy flirts with a young prostitute, and Biff is upset because Oliver did not remember him. Then Biff realizes that he was never a salesman for Oliver; instead, he was a shipping clerk. Willy tells his sons that he has been fired. Biff attempts to explain what happened with Oliver (after seeing Oliver, Biff sneaked back into his office and stole Oliver's pen); however, Willy is reliving the past, recalling Bernard informing Linda that Biff has failed math and will not graduate. Willy then remembers Bernard telling her Biff has taken a train to Boston.
Willy relives the time when Biff finds out about Willy's affair with the Woman: Biff comes to Willy's hotel room in Boston to tell Willy that he will not graduate unless Willy can convince Mr. Birnbaum to pass him. Willy recalls his own desperate attempts to hide the Woman in the bathroom. When the Woman comes out of the bathroom with Biff in the room, Willy's plan to conceal the affair is ruined. Willy's final memory is of Biff calling him a "fake" before walking out the door.
